Common use of INTERESTS AND TRANSFERS OF INTERESTS Clause in Contracts

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 Section 9.3 Further Restrictions 19 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. 25 Section 11.9 Notices 25 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 Survival 30 Schedules & Exhibits Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6, 2022, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a “Member” and, collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 20 Section 9.3 Further Restrictions 19 20 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 21 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. 25 Assurances 26 Section 11.9 Notices 25 26 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 27 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 Survival 30 31 Schedules & Exhibits Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6, 2022, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a “Member” and, collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 20 Section 9.3 Further Restrictions 19 20 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 21 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Swirlds, Inc. as Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. Assurances 25 Section 11.9 Notices 25 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright Counterparts 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 11.18 Survival 30 Schedules 31 SCHEDULES & Exhibits EXHIBITS Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Member Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Council Committees Exhibit D: Index of Hedera Policies COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6December 1, 20222020, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a an “Original Member” or “Governing Member” as set forth on Schedule 1 and, referred to collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 20 Section 9.3 Further Restrictions 19 20 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 21 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Swirlds, Inc. as Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. Assurances 25 Section 11.9 Notices 25 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright Counterparts 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 11.18 Survival 30 Schedules 31 SCHEDULES & Exhibits EXHIBITS Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6December 1, 20222020, and amended as of June 1, 2021, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a an “Original Member” or “Governing Member” as set forth on Schedule 1 and, referred to collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 20 Section 9.3 Further Restrictions 19 20 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 21 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. Assurances 25 Section 11.9 Notices 25 26 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 27 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 Survival 30 Schedules & Exhibits Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6, 2022, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a “Member” and, collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).